6764 OF BAFO - Masters Transportation Bid COMBINED.pdf

INVITATION TO BID

Number 6764 OF

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II. TERMS AND CONDITIONS

Vendors should complete Section II through VI as part of their bid. Vendor is expected to read the Terms and Conditions and must initial either accept, reject, or reject and provide alternative language for each clause. The Vendor should also provide an explanation of why the Vendor rejected the clause or rejected the clause and provided alternate language using “Track Changes”.

Upon request an electronic copy of the bid with “Track Changes” must be submitted in an editable Word format. By signing the solicitation, Vendor is agreeing to be legally bound by all the accepted Terms and Conditions, and any proposed alternative Terms and Conditions submitted with the bid. The State reserves the right to negotiate rejected or proposed alternative language. If the State and Vendor fail to agree on the final Terms and Conditions, the State reserves the right to reject the bid. The State is soliciting bids in response to the solicitation. The State reserves the right to reject bids that attempt to substitute the Vendor’s commercial contracts and/or documents for this solicitation.

The Vendor should submit with their bid any license, user agreement, service level agreement, or similar documents that the Vendor wants incorporated in the Contract. Upon notice of Intent to Award, the Vendor must submit a copy of these documents in an editable Word format. The State will not consider incorporation of any document not submitted with the Vendor’s bid. These documents shall be subject to negotiation and will be incorporated as addendums if agreed to by the Parties.

If a conflict or ambiguity arises after the addendums have been negotiated and agreed to, the addendums shall be interpreted as follows:

If only one (1) Party’s document has a particular clause then that clause shall control;

If both Party’s documents have a similar clause, but the clauses do not conflict, the clauses shall be read together; and, If both Party’s documents have a similar clause, but the clauses conflict, the State’s clause shall control.

A. GENERAL

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The contract resulting from this solicitation shall incorporate the following documents:

Invitation to Bid and Addenda;

Amendments to the solicitation;

Questions and Answers;

Vendor’s bid;

The executed Contract and any Addenda, if applicable, and properly submitted documents; and, Amendments to the Contract

These documents constitute the entirety of the contract.

Unless otherwise specifically stated in a future contract amendment, in case of any conflict between the incorporated documents, the documents shall govern in the following order of preference with number one (1) receiving preference over all other documents and with each lower numbered document having preference over any higher numbered document: 1) Amendment to the executed Contract with the most recent dated amendment having the highest priority, 2) executed Contract and any attached Addenda, 3) Amendments to solicitation and any Questions and Answers, 4) the original solicitation document and any Addenda, and 5) the Vendor’s submitted Bid.

Any ambiguity or conflict in the contract discovered after its execution, not otherwise addressed herein, shall be resolved in accordance with the rules of contract interpretation as established in the State.

B. NOTIFICATION

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The Vendor and the State shall identify a contract manager who shall serve as the POC for the executed contract.

Communications regarding the executed contract shall be in writing and shall be deemed to have been given if delivered via email, personally, or by U.S. Mail. Either party may change its address for notification purposes by giving notice of the change and setting forth the new address and an effective date.

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C. PCO REPRESENTATIVE

The State reserves the right to appoint a PCO Representative to manage or assist the PCO in managing the contract on behalf of the State. The PCO Representative will be appointed in writing, and the appointment document will specify the extent of the PCO Representative authority and responsibilities. If a PCO Representative is appointed, the Vendor will be provided a copy of the appointment document and is expected to cooperate accordingly with the PCO Representative. The PCO Representative has no authority to bind the State to a contract, amendment, addendum, or other change or addition to the contract.

D. GOVERNING LAW (Statutory) Notwithstanding any other provision of this contract, or any amendment or addendum(s) entered into contemporaneously or at a later time, the parties understand and agree that, (1) the State of Nebraska is a sovereign state and its authority to contract is therefore subject to limitation by the State’s Constitution, statutes, common law, and regulation; (2) this contract will be interpreted and enforced under the laws of the State of Nebraska; (3) any action to enforce the provisions of this contract must be brought in the State of Nebraska per state law; (4) the person signing this contract on behalf of the State of Nebraska does not have the authority to waive the State's sovereign immunity, statutes, common law, or regulations; (5) the indemnity, limitation of liability, remedy, and other similar provisions of the final contract, if any, are entered into subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity; and, (6) all Terms and Conditions of the final contract, including but not limited to the clauses concerning third-party use, licenses, warranties, limitations of liability, governing law and venue, usage verification, indemnity, liability, remedy or other similar provisions of the final contract are entered into specifically subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity.

The Parties must comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

E. AMENDMENT

This Contract may be amended in writing, within scope, upon the agreement of both parties.

F. SUBSTITUTIONS

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

In the event any product is discontinued or replaced upon mutual consent during the contract period or prior to delivery, the State reserves the right to amend the contract or purchase order to include the alternate product which meets or exceeds original specifications and is the same or lesser price.

***Contractor will not substitute any item that has been awarded without prior written approval of SPB***

G. VENDOR PERFORMANCE REPORT(S)

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The State may document any instance(s) of products or services delivered or performed which exceed or fail to meet the terms of the purchase order, contract, and/or solicitation specifications. The SPB may contact the Vendor regarding any such report.

Vendor performance report(s) will become a part of the permanent record of the Vendor.

H. NOTICE OF POTENTIAL VENDOR BREACH

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

If Vendor breaches the contract or anticipates breaching the contract, the Vendor shall immediately give written notice to the State. The notice shall explain the breach or potential breach, a proposed cure, and may include a request for a waiver of the breach if so desired. The State may, in its discretion, temporarily or permanently waive the breach. By granting a waiver, the State does not forfeit any rights or remedies to which the State is entitled by law or equity, or pursuant to the provisions of the contract. Failure to give immediate notice, however, may be grounds for denial of any request for a waiver of a breach.

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I. BREACH

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

Either Party may terminate the contract, in whole or in part, if the other Party breaches its duty to perform its obligations under the contract in a timely and proper manner. Termination requires written notice of default and a thirty (30)-calendar day (or longer at the non-breaching Party’s discretion considering the gravity and nature of the default) cure period. Said notice shall be delivered through email. Allowing time to cure a failure or breach of contract does not waive the right to immediately terminate the contract for the same or different contract breach which may occur at a different time.

In case of breach by the Vendor, the State may, without unreasonable delay, make a good faith effort to make a reasonable purchase or contract to purchased goods in substitution of those due from the vendor. The State may recover from the Vendor as damages the difference between the costs of covering the breach. Notwithstanding any clause to the contrary, the State may also recover the contract price together with any incidental or consequential damages defined in UCC Section 2-715, but less expenses saved in consequence of Vendor’s breach OR in case of default of the Vendor, the State may contract the service from other sources and hold the Vendor responsible for any excess cost occasioned thereby.

The State’s failure to make payment shall not be a breach, and the Vendor shall retain all available statutory remedies.

J. NON-WAIVER OF BREACH

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The acceptance of late performance with or without objection or reservation by a Party shall not waive any rights of the Party nor constitute a waiver of the requirement of timely performance of any obligations remaining to be performed.

K. SEVERABILITY

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

If any term or condition of the contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining Terms and Conditions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the provision held to be invalid or illegal.

L. INDEMNIFICATION

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

GENERAL

The Contractor agrees to defend, indemnify, and hold harmless the State and its employees, volunteers, agents, and its elected and appointed officials (“the indemnified parties”) from and against any and all claims, liens, demands, damages, liability, actions, causes of action, losses, judgments, costs, and expenses of every nature, including investigation costs and expenses, settlement costs, and attorney fees and expenses (“the claims”), sustained or asserted against the State for personal injury, death, or property loss or damage, arising out of, resulting from, or attributable to the willful misconduct, negligence, error, or omission of the Contractor, its employees, Subcontractors, consultants, representatives, and agents, resulting from this contract, except to the extent such Contractor liability is attenuated by any action of the State which directly and proximately contributed to the claims.

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SELF-INSURANCE (Statutory) The State is self-insured for any loss and purchases excess insurance coverage pursuant to Neb. Rev. Stat. § 81- 8,239.01 (Reissue 2008). If there is a presumed loss under the provisions of this contract, Vendor may file a claim with the Office of Risk Management pursuant to Neb. Rev. Stat. §§ 81-8,829 through 81-8,306 for review by the State Claims Board. The State retains all rights and immunities under the State Miscellaneous (Section 81-8,294), Tort (Section 81-8,209), and Contract Claim Acts (Section 81-8,302), as outlined in Neb. Rev. Stat. § 81-8,209 et seq. and under any other provisions of law and accepts liability under this contract to the extent provided by law.

M. ATTORNEY'S FEES

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

In the event of any litigation, appeal, or other legal action to enforce any provision of the contract, the Parties agree to pay all expenses of such action, as permitted by law and if ordered by the court, including attorney's fees and costs, if the other party prevails.

N. ASSIGNMENT, SALE, OR MERGER

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

Either party may assign the contract upon mutual written agreement of the other party. Such agreement shall not be unreasonably withheld. The Vendor retains the right to enter into a sale, merger, acquisition, internal reorganization, or similar transaction involving Vendor’s business. Vendor agrees to cooperate with the State in executing amendments to the contract to allow for the transaction. If a third party or entity is involved in the transaction, the Vendor will remain responsible for performance of the contract until such time as the person or entity involved in the transaction agrees in writing to be contractually bound by this contract and perform all obligations of the contract.

O. CONTRACTING WITH OTHER POLITICAL SUB-DIVISIONS OF THE STATE OR ANOTHER STATE

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The Vendor may, but shall not be required to, allow agencies, as defined in Neb. Rev. Stat. § 81-145, to use this contract. The Terms and Conditions, including price, of the contract may not be amended. The State shall not be contractually obligated or liable for any contract entered into pursuant to this clause.

The Vendor may, but shall not be required to, allow other states, agencies or divisions of other states, or political subdivisions of other states to use this contract. The Terms and Conditions, including price, of this contract shall apply to any such contract, but may be amended upon mutual consent of the Parties. The State of Nebraska shall not be contractually or otherwise obligated or liable under any contract entered into pursuant to this clause. The State shall be notified if a contract is executed based upon this contract.

P. FORCE MAJEURE

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

Neither party shall be liable for any costs or damages, or for default resulting from its inability to perform any of its obligations under the contract due to a natural or man-made event outside the control and not the fault of the affected party (“Force Majeure Event”). The Party so affected shall immediately make a written request for relief to the other party and shall have the burden of proof to justify the request. The other Party may grant the relief requested; relief may not be unreasonably withheld. Labor disputes with the impacted party’s own employees will not be considered a Force Majeure Event.

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Q. CONFIDENTIALITY

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

All materials and information provided by the Parties or acquired by a Party on behalf of the other Party shall be regarded as confidential information. All materials and information provided or acquired shall be handled in accordance with federal and state law, and ethical standards. Should said confidentiality be breached by a Party, the Party shall notify the other Party immediately of said breach and take immediate corrective action.

It is incumbent upon the Parties to inform their officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 USC 552a. Specifically, 5 USC 552a (i)(1), which is made applicable by 5 USC 552a (m)(1), provides that any officer or employee, who by virtue of his/her employment or official position has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.00.

R. EARLY TERMINATION

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The contract may be terminated as follows:

The State and the Vendor, by mutual written agreement, may terminate the contract at any time.

The State, at its sole discretion, may terminate the contract for any reason upon 30 calendar day’s written notice to the Vendor. Such termination shall not relieve the Vendor of warranty or other service obligations incurred under the terms of the contract. In the event of termination, the Vendor shall be entitled to payment, determined on a pro rata basis, for products or services satisfactorily performed or provided.

The State may terminate the contract immediately for the following reasons:

a. if directed to do so by statute;

b. Vendor has made an assignment for the benefit of creditors, has admitted in writing its inability to pay debts as they mature, or has ceased operating in the normal course of business;

c. a trustee or receiver of the Vendor or of any substantial part of the Vendor’s assets has been appointed by a court;

d. fraud, misappropriation, embezzlement, malfeasance, misfeasance, or illegal conduct pertaining to performance under the contract by its Vendor, its employees, officers, directors, or shareholders;

e. an involuntary proceeding has been commenced by any party against the Vendor under any one of the chapters of Title 11 of the United States Code and (i) the proceeding has been pending for at least sixty (60) calendar days; or (ii) the Vendor has consented, either expressly or by operation of law, to the entry of an order for relief; or (iii) the Vendor has been decreed or adjudged a debtor;

f. a voluntary petition has been filed by the Vendor under any of the chapters of Title 11 of the United States Code;

g. Vendor intentionally discloses confidential information;

h. Vendor has or announces it will discontinue support of the deliverable; and,

i. In the event funding is no longer available.

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III. CONTRACTOR DUTIES

A. INDEPENDENT CONTRACTOR / OBLIGATIONS

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

It is agreed that the Vendor is an independent contractor and that nothing contained herein is intended or should be construed as creating or establishing a relationship of employment, agency, or a partnership.

The Vendor is solely responsible for fulfilling the contract. The Vendor or the Vendor’s representative shall be the sole point of contact regarding all contractual matters.

The Vendor shall secure, at its own expense, all personnel required to perform the services under the contract. The personnel the Vendor uses to fulfill the contract shall have no contractual or other legal relationship with the State; they shall not be considered employees of the State and shall not be entitled to any compensation, rights, or benefits from the State, including but not limited to, tenure rights, medical and hospital care, sick and vacation leave, severance pay, or retirement benefits.

By-name personnel commitments made in the Vendor 's bid shall not be changed without the prior written approval of the State.

Replacement of these personnel, if approved by the State, shall be with personnel of equal or greater ability and qualifications.

The Vendor warrants that all persons assigned to the project shall be employees of the Vendor or a Subcontractor and shall be fully qualified to perform the work required herein. Personnel employed by the Vendor or a subcontractor to fulfill the terms of the contract shall remain under the sole direction and control of the Vendor or the subcontractor respectively.

With respect to its employees, the Vendor agrees to be solely responsible for the following:

Any and all pay, benefits, and employment taxes and/or other payroll withholding;

Any and all vehicles used by the Vendor’s employees, including all insurance required by state law;

Damages incurred by Vendor’s employees within the scope of their duties under the contract;

Maintaining Workers’ Compensation and health insurance that complies with state and federal law and submitting any reports on such insurance to the extent required by governing law;

Determining the hours to be worked and the duties to be performed by the Vendor’s employees; and, All claims on behalf of any person arising out of employment or alleged employment (including without limit claims of discrimination alleged against the Vendor, its officers, agents, or subcontractors or subcontractor’s employees).

If the Vendor intends to utilize any subcontractor, the Subcontractor's level of effort, tasks, and time allocation must be clearly defined in the Vendor 's bid. The Vendor shall agree that it will not utilize any Subcontractors not specifically included in its bid in the performance of the contract without the prior written authorization of the State.

The State reserves the right to require the Vendor to reassign or remove from the project any Vendor or Subcontractor employee.

Vendor shall insure that the Terms and Conditions contained in any contract with a sub-contractor does not conflict with the Terms and Conditions of this contract.

The Vendor shall include a similar provision, for the protection of the State, in the contract with any Subcontractor engaged to perform work on this contract.

B. EMPLOYEE WORK ELIGIBILITY STATUS

The Vendor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of employees physically performing work within the State. A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E-Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of an employee.

If the Vendor is an individual or sole proprietorship, the following applies:

The Vendor must complete the United States Citizenship Attestation Form, available on the Nebraska Secretary of State website at Microsoft Word - attestation_form,lor's_version.docx (nebraska.gov)

If required, the completed United States Attestation Form should be submitted with the solicitation response.

https://sos.nebraska.gov/sites/sos.nebraska.gov/files/doc/attestation_form.pdf

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If the Vendor indicates on such attestation form that he or she is a qualified alien, the Vendor agrees to provide the U.S. Citizenship and Immigration Services documentation required to verify the Vendor’s lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE) Program.

The Vendor understands and agrees that lawful presence in the United States is required, and the Vendor may be disqualified, or the contract terminated if such lawful presence cannot be verified as required by Neb. Rev. Stat. § 4- 108.

C. COMPLIANCE WITH CIVIL RIGHTS LAWS AND EQUAL OPPORTUNITY EMPLOYMENT / NONDISCRIMINATION (Statutory) The Vendor shall comply with all applicable local, state, and federal statutes and regulations regarding civil rights laws and equal opportunity employment. The Nebraska Fair Employment Practice Act prohibits Vendors of the State, and their Subcontractors, from discriminating against any employee or applicant for employment, with respect to hire, tenure, terms, conditions, compensation, or privileges of employment because of race, color, religion, sex, disability, marital status, or national origin (Neb.

Rev. Stat. §§ 48-1101 through 48-1125). The Vendor guarantees compliance with the Nebraska Fair Employment Practice Act, and breach of this provision shall be regarded as a material breach of contract. The Vendor shall insert a similar provision in all Subcontracts for goods or services to be covered by any contract resulting from this solicitation.

D. COOPERATION WITH OTHER CONTRACTORS

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

Vendor may be required to work with or in close proximity to other vendors or individuals that may be working on the same or different projects. The Vendor shall agree to cooperate with such other vendors or individuals and shall not commit or permit any act which may interfere with the performance of work by any other vendor or individual. Vendor is not required to compromise Vendor’s intellectual property or proprietary information unless expressly required to do so by this contract.

E. DISCOUNTS

Prices quoted shall be inclusive of ALL trade discounts. Cash discount terms of less than thirty (30) days will not be considered as part of the bid. Cash discount periods will be computed from the date of receipt of a properly executed claim voucher or the date of completion of delivery of all items in a satisfactory condition, whichever is later.

F. PRICES

Prices quoted shall be net, including transportation and delivery charges fully prepaid by the vendor, FOB destination named in the solicitation. No additional charges will be allowed for packing, packages, or partial delivery costs. When an arithmetic error has been made in the extended total, the unit price will govern.

All prices, costs, and Terms and Conditions submitted in the bid shall remain fixed and valid commencing on the opening date of the bid through the first one hundred eighty (180) days of the contract.

Any Price Increase Request must be submitted, in writing to SPB a minimum of thirty (30) days prior to the proposed effective date of increase and be accompanied by supporting documentation.

Several forms of justification documentation may be required by the State to authenticate the increase;

Failure to supply any requested justification documentation may be grounds to cancel the contract;

The State further reserves the right to reject any proposed price increase(s), cancel the contract and re-bid if determined to be in the best interest of the State;

No price increases shall be billed to any State Agencies prior to written Amendment of the contract by the parties;

The State will be given full proportionate benefit of any decrease for the term of the contract; and, Contract supplier(s) may honor pricing and extend the contract to political sub-divisions, cities, and counties as long as the Contract Terms and Conditions are met.

G. COST CLARIFICATION

The State reserves the right to review all aspects of cost for reasonableness and to request clarification of any bid where the cost component shows significant and unsupported deviation from industry standards or in areas where detailed pricing is required.

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H. PERMITS, REGULATIONS, LAWS

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The contract price shall include the cost of all royalties, licenses, permits, and approvals, whether arising from patents, trademarks, copyrights or otherwise, that are in any way involved in the contract. The Vendor shall obtain and pay for all royalties, licenses, and permits, and approvals necessary for the performance of the contract. The Vendor must guarantee that it has the full legal right to the materials, supplies, equipment, software, and other items used to execute this contract.

I. NOTICE OF POTENTIAL VENDOR BREACH

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

If Vendor breaches the contract or anticipates breaching the contract the Vendor shall immediately give written notice to the State. The notice shall explain the breach or potential breach and may include a request for a waiver of the breach if so desired.

The State may, at its discretion, temporarily or permanently waive the breach. By granting a temporary waiver, the State does not forfeit any rights or remedies to which the State is entitled by law or equity, or pursuant to the provisions of the contract.

Failure to give immediate notice, however, may be grounds for denial of any request for a waiver of a breach.

J. ANTITRUST

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The Vendor hereby assigns to the State any and all claims for overcharges as to goods and/or services provided in connection with this contract resulting from antitrust violations which arise under antitrust laws of the United States and the antitrust laws of the State.

K. CONFLICT OF INTEREST

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

By submitting a bid, bidder certifies that no relationship exists between the bidder and any person or entity which either is, or gives the appearance of, a conflict of interest related to this ITB.

Bidder further certifies that bidder will not employ any individual known by bidder to have a conflict of interest nor shall bidder take any action or acquire any interest, either directly or indirectly, which will conflict in any manner or degree with the performance of its contractual obligations hereunder or which creates an actual or appearance of conflict of interest.

If there is an actual or perceived conflict of interest, bidder shall provide with its bid a full disclosure of the facts describing such actual or perceived conflict of interest and a proposed mitigation plan for consideration. The State will then consider such disclosure and proposed mitigation plan and either approve or reject as part of the overall bid evaluation.

L. SITE RULES AND REGULATIONS

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

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The Vendor shall use its best efforts to ensure that its employees, agents, and Subcontractors comply with site rules and regulations while on State premises. If the Vendor must perform on-site work outside of the daily operational hours set forth by the State, it must make arrangements with the State to ensure access to the facility and the equipment has been arranged. No additional payment will be made by the State on the basis of lack of access, unless the State fails to provide access as agreed to in writing between the State and the Vendor.

M. ADVERTISING

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The Vendor agrees not to refer to the contract award in advertising in such a manner as to state or imply that the company or its goods and services are endorsed or preferred by the State. Any publicity releases pertaining to the project shall not be issued without prior written approval from the State.

N. NEBRASKA TECHNOLOGY ACCESS STANDARDS (Statutory) Vendor shall review the Nebraska Technology Access Standards, found at http://nitc.nebraska.gov/standards/2-201.html and ensure that products and/or goods provided under the contract are in compliance or will comply with the applicable standards to the greatest degree possible. In the event such standards change during the Vendor’s performance, the State may create an amendment to the contract to request the contract comply with the changed standard at a cost mutually acceptable to the parties.

O. DISASTER RECOVERY/BACK UP PLAN

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

The Vendor shall have a disaster recovery and back-up plan, of which a copy should be provided upon request to the State, which includes, but is not limited to equipment, personnel, facilities, and transportation, in order to continue delivery of goods and services as specified under the specifications in the contract in the event of a disaster.

P. DRUG POLICY

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

Vendor certifies it maintains a drug free workplace environment to ensure worker safety and workplace integrity. Vendor agrees to provide a copy of its drug free workplace policy at any time upon request by the State.

Q. WARRANTY

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

Despite any clause to the contrary, the Vendor represents and warrants that its services hereunder shall be performed by competent personnel and shall be of professional quality consistent with generally accepted industry standards for the performance of such services and shall comply in all respects with the requirements of this Contract. For any breach of this warranty, the Vendor shall, for a period of ninety (90) days from performance of the service, perform the services again, at no cost to Customer, or if Vendor is unable to perform the services as warranted, Vendor shall reimburse Customer the fees paid to Vendor for the unsatisfactory services. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees, and costs.

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http://nitc.nebraska.gov/standards/2-201.html

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IV. PAYMENT

A. PROHIBITION AGAINST ADVANCE PAYMENT (Statutory) Neb. Rev. Stat. § 81-2403 states, “[n]o goods or services shall be deemed to be received by an agency until all such goods or services are completely delivered and finally accepted by the agency.”

B. TAXES (Statutory) The State is not required to pay taxes and assumes no such liability as a result of this solicitation. The Vendor may request a copy of the Nebraska Department of Revenue, Nebraska Resale or Exempt Sale Certificate for Sales Tax Exemption, Form 13 for their records. Any property tax payable on the Vendor's equipment which may be installed in a state-owned facility is the responsibility of the Vendor.

C. INVOICES

Invoices for payments must be submitted by the Contractor to the agency requesting the services with sufficient detail to support payment. The terms and conditions included in the Contractor’s invoice shall be deemed to be solely for the convenience of the parties. No terms or conditions of any such invoice shall be binding upon the State, and no action by the State, including without limitation the payment of any such invoice in whole or in part, shall be construed as binding or estopping the State with respect to any such term or condition, unless the invoice term or condition has been previously agreed to by the State as an amendment to the contract.

D. INSPECTION AND APPROVAL

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

Final inspection and approval of all work required under the contract shall be performed by the designated State officials. The State and/or its authorized representatives shall have the right to enter any premises where the Vendor or Subcontractor duties under the contract are being performed, and to inspect, monitor or otherwise evaluate the work being performed. All inspections and evaluations shall be at reasonable times and in a manner that will not unreasonably delay work.

E. PAYMENT (Statutory) Payment will be made by the responsible agency in compliance with the State of Nebraska Prompt Payment Act (See Neb. Rev.

Stat. § 81-2403). The State may require the Vendor to accept payment by electronic means such as ACH deposit. In no event shall the State be responsible or liable to pay for any goods and services provided by the Vendor prior to the Effective Date of the contract, and the Vendor hereby waives any claim or cause of action for any such services.

F. LATE PAYMENT (Statutory) The Vendor may charge the responsible agency interest for late payment in compliance with the State of Nebraska Prompt Payment Act (See Neb. Rev. Stat. §§ 81-2401 through 81-2408).

G. SUBJECT TO FUNDING / FUNDING OUT CLAUSE FOR LOSS OF APPROPRIATIONS (Statutory) The State’s obligation to pay amounts due on the Contract for a fiscal year following the current fiscal year is contingent upon legislative appropriation of funds. Should said funds not be appropriated, the State may terminate the contract with respect to those payments for the fiscal year(s) for which such funds are not appropriated. The State will give the Vendor written notice thirty (30) calendar days prior to the effective date of termination. All obligations of the State to make payments after the termination date will cease. The Vendor shall be entitled to receive just and equitable compensation for any authorized work which has been satisfactorily completed as of the termination date. In no event shall the Vendor be paid for a loss of anticipated profit.

H. RIGHT TO AUDIT (First Paragraph is Statutory)

The State shall have the right to audit the Vendor’s performance of this contract upon thirty (30) days written notice. Vendor shall utilize generally accepted accounting principles, and shall maintain the accounting records, and other records and information relevant to the contract (Information) to enable the State to audit the contract. (Neb. Rev. Stat. § 84-304 et seq.)

The State may audit, and the Vendor shall maintain the information during the term of the contract and for a period of five (5) years after the completion of this contract or until all issues or litigation are resolved, whichever is later. The Vendor shall make the Information available to the State at Vendor’s place of business or a location acceptable to both Parties during normal business hours. If this is not practical or the Vendor so elects, the Vendor may provide electronic or paper copies of the

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative

Response (Initial)

NOTES/COMMENTS:

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Information. The State reserves the right to examine, make copies of, and take notes on any Information relevant to this contract, regardless of the form or the Information, how it is stored, or who possesses the Information. In no circumstances will vendor be required to create or maintain documents not kept in the ordinary course of vendor’s business operations, nor will vendor be required to disclose any information, including but not limited to product cost data, which is confidential or proprietary to vendor.

The Parties shall pay their own costs of the audit unless the audit finds a previously undisclosed overpayment by the State. If a previously undisclosed overpayment exceeds one-half of one percent (.5%) of the total contract billings, or if fraud, material misrepresentations, or non-performance is discovered on the part of the Vendor, the Vendor shall reimburse the State for the total costs of the audit. Overpayments and audit costs owed to the State shall be paid within 90 days of written notice of the claim. The Vendor agrees to correct any material weaknesses or condition found as a result of the audit.

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V. SCOPE OF WORK

The Vendor must provide the following information in response to this solicitation.

A. SCOPE

It is the intent of this bid to establish a contract to supply 2023 or Current Production Year Ford Transit XLT Rear Lift All Wheel Drive (AWD) Transit Vans per the attached specifications from date of award for a period of one (1) year with the option to renew for an additional four (4), one (1) year periods when mutually agreeable to the vendor and the State. The State reserves the right to extend the period of this contract beyond the end date when mutually agreeable to the vendor and the State.

All items proposed shall be of the latest manufacture in production as of the date of the solicitation and be of proven performance and under standard design complete as regularly advertised and marketed. All necessary materials for satisfactory performance of the supplies shall be incorporated into the 2023 or Current Production Year Ford Transit XLT Rear Lift All Wheel Drive (AWD) Transit Vans whether or not they may be specifically mentioned below.

Complete specifications, manufacturer’s current descriptive literature and/or advertising data sheets with cuts or photographs must be included with the bid for the IDENTICAL items proposed. Any information necessary to show compliance with these specifications not given on the manufacturer’s descriptive literature and/or advertising data sheets must be supplied in writing on or attached to the bid document. If manufacturer’s information necessary to show compliance with these specifications is not attached to the bid document, the Vendor may be required to submit requested information within three (3) business days of a written request. Failure to submit requested descriptive literature or advertising data sheets may be grounds to reject the bid.

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VI. TECHNICAL SPECIFICATIONS

A. VENDOR INSTRUCTIONS

Vendor must respond to each of the following statements. Specifications listed are minimum conditions that must be met in order for a Vendor to qualify for the award.

“YES” response means the Vendor guarantees they can meet this condition.

“NO” response means the Vendor cannot meet this condition and will not be considered.

“NO & PROVIDE ALTERNATIVE” responses should be used only with a narrative response in the “NOTES/COMMENTS” section explaining in detail any deviation from the Vendor’s ability to meet the condition, and an explanation of how this would be determined to be an acceptable alternative to meeting the condition.

Alternative responses must be detailed in such a way that allows such deviations to be fully evaluated. The State shall determine at its sole discretion whether or not the Vendor’s alternative is an acceptable alternative.

B. MANUFACTURER’S MINIMUM SPECIFICATIONS

YES NO NO & PROVIDE

ALTERNATIVE

1. Because the Ford Motor Company had not released their complete line of Minimum Specifications at the time these specifications were defined, the Minimum Specifications are based off the Manufacturer’s 2022 specifications.

NOTES/COMMENTS:

C. NON-COMPLIANCE STATEMENT

YES NO NO & PROVIDE

ALTERNATIVE

Read these specifications carefully. Any and all exceptions to these specifications must be written on or attached to solicitation response. Any noncompliance may void your bid. Non-compliance to any single specification can void your bid.

It is the responsibility of Vendors to obtain information and clarifications as provided below. The State is not responsible for any erroneous or incomplete understandings or wrongful interpretations of this solicitation by any Vendor.

No interpretation related to the meaning of solicitation specifications or other pre-bid documents will be made orally to any Vendor by the State.

The Vendor must submit any solicitation interpretation in writing to SPB via the following ShareFile link: https://nebraska.sharefile.com/r-r127a26ed662440ee9facec2e361d8017 by the last day to submit written questions per the Schedule of Events. (Inquiries received after the last day to submit written questions may not be addressed).

NOTES/COMMENTS:

D. CODE OF FEDERAL REGULATIONS FMVSS

YES NO NO & PROVIDE

ALTERNATIVE

1. The Code of Federal Regulations mentioned in this Section are in addition to the specifications contained in this ITB.

2. All vehicles bid must meet the guidelines established in the Code of Federal Regulations, Title 49, Subtitle B, Chapter V, Part 571 FMVSS found at the following link:

https://www.ecfr.gov/current/title-49/subtitle-B/chapter-V/part-571?toc=1

X

X

X

X

X

X

X https://nebraska.sharefile.com/r-r127a26ed662440ee9facec2e361d8017 https://nebraska.sharefile.com/r-r127a26ed662440ee9facec2e361d8017 https://www.ecfr.gov/current/title-49/subtitle-B/chapter-V/part-571?toc=1

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NOTES/COMMENTS:

E. MOTOR VEHICLE INDUSTRIES REGULATION ACT

YES NO NO & PROVIDE

ALTERNATIVE

All Vendors must comply with the licensing requirements for motor vehicle dealers established under the Motor Vehicle Industries Regulation Act, Nebraska Revised Statutes, Chapter 60, Article 14 at time of bid. Bids will only be accepted from Vendors who are fully compliant with the Motor Vehicle Industries Regulation Act, Chapter 60, Article 14.

NOTES/COMMENTS:

F. MISCELLANEOUS SPECIFICATIONS

YES NO NO & PROVIDE

ALTERNATIVE

The manufacturer of the vehicle body must be certified to be in compliance with Quality Standards of the ISO 9001:2000 with regard to the sale, design, and Manufacturer of the vehicle.

Bidder must provide proof that the Manufacturer is ISO certified by submitting a copy of the manufacturer’s ISO Certification with their bid or before award.

Must provide public transportation in light transit or paratransit service for ambulatory, non-ambulatory, physically, and mentally handicapped passengers primarily in rural and small urban areas.

Must operate in ambient temperatures ranging from -25° to +115° F for extended periods of time.

NOTES/COMMENTS:

G. DIMENSIONS AND CAPACITY

YES NO NO & PROVIDE

ALTERNATIVE

GVWR shall be a minimum of 10,360 lbs. and have a payload of 3,100 lbs. for each wheelchair space provided.

Must accommodate the following combinations:

a. The driver

b. A wheelchair lift

c. A minimum of two (2) passengers seated in standard wheelchairs.

d. A minimum of six (6) ambulatory passengers seated in regular seats with two

(2) passengers seated in standard wheelchairs on board.

e. A minimum of nine (9) ambulatory passengers without passengers in wheelchairs.

The Interior Headroom measured from floor to ceiling shall be a minimum of 56” for the first row of seating and a maximum of 66” for any row of seating.

The Interior width of the vehicle shall be a minimum of 60” an a maximum of 70”.

The Exterior width, excluding exterior mirrors, shall be 83.7”.

The exterior height, including the safety vent, shall be a minimum of 107.7”.

Won't Fit-See Floor Plan

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A “Vehicle Clearance Sticker” indicating the maximum height of the vehicle in feet and inches shall be affixed in the interior of the vehicle, above the windshield and located where it is easily viewed by the driver.

The Wheelbase shall be a minimum of 147.6”

The overall length of the vehicle shall be a minimum of 240” and a maximum of 264”.

All entry stairs shall be a maximum of 12" above ground level.

Any subsequent stair risers shall be a maximum of 10".

NOTES/COMMENTS:

H. CHASSIS AND RELATED SYSTEMS

YES NO NO & PROVIDE

ALTERNATIVE

2023 or Current Production Year unibody van chassis with GVWR of 10,360 lbs.

The minimum Engine size is 3.5L V6 gasoline turbocharged.

Manufacturer’s heavy duty, increased capacity coolant system for protection to 30 degrees below zero Fahrenheit.

Manufacturer recommended power tilt steering wheel with cruise control.

Steering wheel with cruise control.

Manufacturer’s recommended power service brakes designed for the GVWR of the vehicle.

Equipped with climate control, engine cooling systems, oils, greases, and fluids used in subsystems of the vehicle and wheelchair lifts

Automatic Transmission.

Manufacturer's recommended differential gear ratio.

Both front and rear heavy-duty shock absorbers are required.

Tires:

a. To be equipped with two (2) front and two (2) dual rear matching radial tires for a total of six (6) tires designed for the GVWR of the vehicle.

b. The inner dual rear wheels are to be equipped with a solid brass air valve extension or braided stainless steel “live stem” air valve extension hose with a minimum rating of 120 psi, to be held together with securement clamps.

c. Valve extensions should not extend beyond the outer edge of the rim of the outside dual rear wheels.

Wheels:

a. To be equipped with four (4) matching minimum 16” minimum wheels.

b. Wheels may be steel.

c. The color of all wheels shall be compatible to the exterior color of the vehicle.

The fuel tank shall be a minimum of 25 gallons.

Manufacturer's standard bumper.

Front tow hooks required.

An auto-throttle system capable of sensing when the electrical current draw exceeds alternator output and increases the engine idle RPM while the vehicle is stationary.

Alternator shall be a minimum of 130 amperes.

Power Tilt NA from Ford

6 Wheels

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Manufacturer's heavy-duty dual batteries

Back-up alarm required.

Manufacturer’s original equipment Back-up Camera with standard monitor.

Front and rear rubber mud flaps required.

The vehicle shall have street side exhaust system, which exits from the left side of vehicle, behind the rear axle and a minimum of 3” ahead of the rear bumper.

If the vehicle’s exhaust system should run closer than 8” to the fuel tank it must have metal heat shields or clamp on heat shield jacket between the exhaust and fuel tank.

The vehicle shall be equipped with leaf spring rear suspension.

NOTES/COMMENTS:

I. AUXILIARY SYSTEMS, MISCELLANEOUS PARTS, AND ACCESSORIES

YES NO NO & PROVIDE

ALTERNATIVE

The exterior lighting system shall conform to the requirements of FMVSS No. 108 and 49 CFR Part 38 Subpart B 38.31.

Interior Lighting:

a. The interior lighting system shall provide bright floor surface illumination in the entryway, when required.

b. A separate overhead lamp shall be provided for the driver's use.

c. All lamps shall operate with or without the engine running.

d. The entrance steps shall automatically illuminate whenever the entrance doors are open, day or night, and conform to 49 CFR Part 38 Subpart B 38.31.

Emergency flashers shall utilize turn signal bulbs in lieu of the brake light bulbs, so the emergency flashers will work when the brake pedal is depressed.

The controls for both the heater and air conditioner shall be easily accessible to the driver while seated…